Speaker: Professor Dirk Andreas Zetzsche (Professor of Financial Law, University of Luxembourg)

Abstract: Sustainability-oriented investors want to pay for impact, not compliance. We analyse the regulatory challenges and opportunities of impact investing. We find that advancing impact investing requires a departure from the EU Sustainable Finance Framework's (EUSFF) prevailing input-orientation and an adjustment of EU asset-management law towards an EU Impact Finance Framework.

In its current form, the EUSFF over-emphasises exclusion, using rule-based ex ante definitions of sustainable business (herein termed input). If a large share of global capital follows these rules, unsustainable firms’ capital costs will increase, furthering innovation of sustainable alternatives. However, the EUSFF alone cannot prevent global capital flows into unsustainable investments, and non-EU countries follow different approaches. Although the EUSFF encourages, in effect, the sale of unsustainable EU businesses to non-EU firms, its input orientation has not helped the planet: the same activities continue elsewhere, often under weaker environmental and social standards, leaving the planet worse off. Further, the EUSFF’s disregard for proven ex post impacts risks large-scale capital misallocation and “impact washing”. Worse, the input focus comes at the cost of investments paired with audited evidence of positive ESG impacts ex post.

We argue for shifting EU financial regulation from input to (proven) impact. Yet, rather than adding a new product category, we propose recognising positive impacts through five fine-tuned steps that simplify EU financial regulation, taking into account regulatory developments in the United Kingdom and Switzerland. These include abolishing the link between “do no significant harm” under the Taxonomy Regulation and the Sustainable Finance Disclosure Regulation, simplified reporting aligned with product materials and the emerging IFRS Disclosure Standards, introducing a new proportionality threshold for mid-sized AIFMs, and revising ESMA’s rules on fund names.

Professor Zetzsche is Professor of Financial Law at the University of Luxembourg where he has held the ADA Chair in Financial Law (inclusive finance) since March 2016 and functions as the Head of the Department of Law since 2024. He is also coordinator of the Faculty of Law, Economics and Finance's House of Sustainable Governance & Markets and Co-PI of the Future FinTech National Centre of Excellence in Research and Innovation.

Professor Zetzsche has published more than 400 publications on inclusive and sustainable finance, corporate governance, FinTech and RegTech, and collective investment schemes. He has spoken at most of the leading universities globally and has advised many of the major regulators, eg the FSB, the BIS, the Basel Committee, the European Commission, the European Parliament, ESMA, EBA, the ESRB and the US SEC. In February 2023, he made the case for financial inclusion at the United Nations Social Commission, and spoke on inclusive and sustainable finance at COP27, 28, 29 and 30.

Professor Zetzsche's paper Towards an EU Impact Investing Framework is available on SSRN.

3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners.

For more information see the Centre for Corporate and Commercial Law website:

http://www.3cl.law.cam.ac.uk/

Speaker: Dr Clara Martins Pereira (Associate Professor of Financial Law, University of Durham)

Abstract: The increasing use of AI in finance is predicted to have mixed impact on financial stability: while AI can be used to help financial institutions and supervisors identify, manage, and monitor systemic risk, it can also increase the frequency and severity of crises by exacerbating existing vulnerability channels. Under the UK’s technology-agnostic approach to AI, algorithmic technologies are primarily governed through existing sectoral frameworks rather than bespoke regulation. I argue that this approach might be insufficient to mitigate their negative impact on financial stability. The features that separate AI from other technologies—opacity, autonomy, and adaptability—make existing regulatory frameworks and architectures a poor fit for tackling the financial systemic risk created by AI. Disclosure rules are undermined by ‘black box’ opacity and the unpredictability of autonomous algorithm-algorithm interactions, while ex-ante testing struggles to predict endogenous risks arising from those interactions and their systemic impact. Crucially, model risk management and operational resilience frameworks, often calibrated for acute disruptions and focused on individual firms, are ill-equipped to ensure systemic resilience when AI models drift in similar ways. The article concludes that mitigating the risks of AI for financial stability calls for a purposeful change towards specialised algorithmic governance rules, and a review of supervision and enforcement practices.

Dr Clara Martins Pereira is Associate Professor of Financial Law and Director for International Development at Durham Law School, Invited Professor at Católica Lisbon School of Law, and Global Associate Professor of Law at the University of Notre Dame. Her research focuses on financial law and regulation, technological innovation, and sustainable development. Clara holds a DPhil, MPhil, and Magister Juris from the University of Oxford, as well as an MSc in Law and Business and an LLB from Católica Lisbon. She has held academic roles at King’s College London, the University of Oxford, and the LSE, and served as a Visiting Scholar at Columbia Law School, Sapienza University of Rome, and the Max Planck Institute, among others. Formerly a capital markets lawyer at PLMJ, she has also acted as a consultant for organisations such as the World Bank and ICF.

3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners.

For more information see the Centre for Corporate and Commercial Law website:

http://www.3cl.law.cam.ac.uk/

Convenors: Professor Louise Gullifer (University of Cambridge) and Associate Professor Dora Neo (National University of Singapore)

Speakers:

• Junayed Ahmed CHOWDHURY, Vertex Chambers, Bangladesh
• Megumi HARA, Chuo University, Japan
• Parawee KASITINON, Thammasat University, Thailand
• Debanshu MUKHERJEE, Vidhi Centre for Legal Policy, India
• Huyen PHAM, International Finance Corporation, Vietnam
• Griselda (Gay) G. SANTOS, Financial Inclusion Advocate, Philippines
• Aria SUYUDI, Indonesia Jentera School of Law, Indonesia
• Lebing WANG, Law School of University of International Business and Economics, China

The edited volume of essays Secured Transactions Law in Asia: Principles, Perspectives and Reform (Hart Publishing, 2021) provided an in-depth exploration of secured transactions law in thirteen civil law and common law jurisdictions in Asia. A varied picture emerged. While the law in some jurisdictions had already been reformed to conform largely with the principles reflected in modern personal property security statutes and international codifications such as the UNCITRAL Model Law on Secured Transactions, there were jurisdictions that were in the process of undergoing secured transactions law reform, as well as those in which no particular attention was being paid to reforming the law.

In this webinar, the editors of the volume, Professor Louise Gullifer and Associate Professor Dora Neo, bring together some of its contributors for an update of significant developments in secured transactions law that have taken place since its publication. Jurisdictions that are discussed include China, Indonesia, Japan, the Philippines, Thailand, Vietnam, Bangladesh and India.

3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners.

For more information see the Centre for Corporate and Commercial Law website:

http://www.3cl.law.cam.ac.uk/

Speaker: Associate Professor Aurelio Gurrea-Martínez (Singapore Management University)

Abstract: Despite the influence of the Global North in many insolvency laws and practices in the Global South, this article shows that the Global South has innovated in many aspects of insolvency law. In some cases, these innovations consist of solutions that, with certain adjustments, have been imported from the Global North. In others, they are really ‘autochthonous innovations’ from the Global South. This article identifies both types of innovations, providing examples from jurisdictions such as Brazil, Chile, China, Colombia, Dominican Republic, India, Malaysia, Mexico, Myanmar, Peru, Philippines, Thailand and Uruguay. More importantly, it will be shown how those innovations from the Global South can help mitigate certain problems existing in many insolvency systems in the Global North, such as the excessive power of DIP lenders often observed in the United States, the lengthy and inefficient insolvency proceedings found in many European countries, the unattractive insolvency regime for debtors existing in countries like Australia and New Zealand, and the stigma of insolvency still observed in most jurisdictions around the world, including advanced economies with sophisticated insolvency frameworks such as Singapore. Therefore, whether it is for the much-needed purpose of improving the design of insolvency law in the Global South, or at least for expanding the universe of ideas that can help improve many insolvency systems in the Global North, the Global South – and the Global South beyond India and China – needs to be more actively included in the study of insolvency law. Otherwise, we will be missing the opportunity to learn from many ideas and innovative solutions that can contribute to the improvement and understanding of insolvency systems around the world.

3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners.

For more information see the Centre for Corporate and Commercial Law website:

http://www.3cl.law.cam.ac.uk/

Speaker: Professor Catherine Malecki (University of Rennes)

Even in the context of the future EU Omnibus Package and the EU Directive n°2025/794 of 14 April 2025 'Stop-the-Clock', Companies and there directors must face an increasing climate litigation and this change cannot go back 20 years of progress in Sustainable Corporate Governance which is on the way on both sides of the Atlantic Ocean and in Asia. Indeed, the European Commission has been releasing innovative and often complex regulations at a breakneck speed since 2018 (CSRD, CS3D, Taxonomy, to name a few) and it would be inconceivable to come back to 2001 at the time of the first European Recommendation on CSR and to ignore the EU Green Deal of 2019.

Directors have to take into account negatives externalities and stringent obligations such as the Transition Plans. Even if the the next generation of sustainable board directors is well aware of Climate risks, several questions may arise : is there a need to reshape the board despite the EU Directive WoB Women in board of 23 November 2022? What about the pressure of the Stakeholders and the pressure of the Sustainable Strategy ? In France, in the wake of the Due Diligence Law of 27 March 2017, climate litigation is also increasing (for example TotalEnergies, CA Paris, 18 June 2024) and France was the first State Member for having implemented the CSRD in December 2023. Didn't all this happen too quickly ? Can we stop European time when tackling Climate change is rather a race against time? La Fontaine famous fable " the Hare and the Tortoise" is full of wisdom.

Biography: Catherine Malecki is Professor of Private Law Rennes 2 University France and Member of the IUF (Institut universitaire de France) Fundamental Chair.

For more information see the Centre for Corporate and Commercial Law website:

http://www.3cl.law.cam.ac.uk/

Speaker: Professor Ernest Lim (National University of Singapore)

This presentation explores the external dimension of directors’ duties—whether directors can and should address climate impacts and other externalities even absent financial benefits to the company’s shareholders—in contrast to the shareholder value maximisation focus. Its significance stems from universal investors, the EU due diligence regime, and high emitting SOEs. I examine three arguments: UK nature clauses are constrained by shareholder primacy; US shareholder preference claims are undermined by financially driven activism; and SOE directors’ duties can align with state ownership (as shown in China).

3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners.

For more information see the Centre for Corporate and Commercial Law website:

http://www.3cl.law.cam.ac.uk/

Speaker: Associate Professor Dora Neo (National University of Singapore)

With the advancement of technology, delivery of financial services, such as payment services, can be achieved almost instantaneously. In the area of trade finance, however, banks have been less quick to harness technology for trade digitalisation. An important reason is that trade financing has historically been heavily dependent on the use of paper. While digitisation of trade documents is easily done, the digitalisation of trade finance requires a supportive legal framework to ensure that concepts like possession, which were developed in relation to tangible documents, can operate in the digital world. In the UK, this framework is now provided by the Electronic Trade Documents Act 2023 which has been described to be "one of the most important bills you have never heard of". Singapore instituted a similar framework by amending its Electronic Transactions Act in 2021. These legislative developments were based on the UNCITRAL Model Law on Electronic Transferable Records (MLETR), which has gained increasing global influence since its adoption in 2017. This seminar discusses how the landscape of trade financing affects the use of technology, analyses recent legal developments relating to electronic trade documents, and identifies remaining challenges for trade digitalisation.

Biography: Dora Neo is an Associate Professor at the Faculty of Law, National University of Singapore. She was the founding Director of the Faculty’s Centre for Banking & Finance Law, which she led for some ten years from 2013. Her areas of focus include the modernisation of trade finance law, global developments in secured transactions law, consumer protection in the finance industry and contract law. Her publications include Trade Finance: Technology, Innovation and Documentary Credits (co-edited with C Hare, Oxford University Press); The Law and Practice of Documentary Letters of Credit (co-authored with E P Ellinger, Hart Publishing);Secured Transactions Law in Asia: Principles, Perspectives and Reform (co-edited with L Gullifer, Hart Publishing) and Studies in the Contract Laws of Asia V: Ending and Changing Contracts (co-edited with M Chen-Wishart and S Vogenauer, Oxford University Press, forthcoming). In Michaelmas Term 2025, she is an academic visitor at the Cambridge Law Faculty under the sponsorship of the Centre for Corporate and Commercial Law (3CL), and a Visiting Fellow at Wolfson College.

3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners.

For more information see the Centre for Corporate and Commercial Law website:

http://www.3cl.law.cam.ac.uk/

Speaker: Professor Marc Steinberg (SMU Dedman School of Law)

This presentation, based on Professor Steinberg’s June 2025 Oxford University Press book Corporate Director and Officer Liability — “Discretionaries” Not Fiduciaries, posits that corporate directors and officers are not fiduciaries. In fact, the liability standards that normally apply are too lenient to be identified as fiduciary. This mischaracterization is detrimental to the rule of law, contravenes reasonable investor expectations, and impairs the integrity of the financial markets. Therefore, Professor Steinberg calls for the removal of fiduciary status replaced with the adoption of a new and neutral term that conveys an accurate description: corporate directors and officers are “discretionaries”. This term accurately portrays the status of corporate directors and officers who held to varying standards of liability depending on the applicable facts and circumstances. From this perspective, Professor Steinberg’s presentation will address a broad range of important issues, including the duty of care, the business judgment rule, exculpation statutes, the duty of good faith, and the duty of loyalty. To date, this book has received excellent reviews and is generating thoughtful discussion on the propriety of continuing to view corporate directors and officers as fiduciaries.

3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners.

For more information see the Centre for Corporate and Commercial Law website:

http://www.3cl.law.cam.ac.uk/